Current Report Filing (8-k)
August 01 2022 - 11:06AM
Edgar (US Regulatory)
0000743758
false
0000743758
2022-07-28
2022-07-28
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported): July
28, 2022
AIADVERTISING, INC.
(Exact name of registrant as specified in its charter)
Nevada |
|
000-13215 |
|
30-0050402 |
(State or other jurisdiction of
incorporation or organization) |
|
(Commission File Number) |
|
IRS Employer
Identification No.) |
321 Sixth Street
San Antonio, TX |
|
78215 |
(Address of Principal Executive Offices) |
|
(Zip Code) |
(805) 964-3313
(Registrant’s telephone number, including area
code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐ Written communications pursuant to Rule 425
under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12
under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to
Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to
Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Tile of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
N/A |
|
N/A |
|
N/A |
Indicate by check mark whether the registrant is an emerging growth company
as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934
(§240.12b-2 of this chapter)
Emerging Growth Company ☐
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act. ☐
Item 1.01 Entry into a Material Definitive
Agreement.
On July 28, 2022, AiAdvertising, Inc. (the “Company”)
entered into an amendment to the Company’s purchase agreement, dated March 28, 2022 (the “Purchase Agreement”) with
GHS Investments, LLC (“GHS”). As previously disclosed, the Purchase Agreement provides that, subject to the conditions and
limitations set forth therein, the Company may sell to GHS, in its discretion, up to $10,000,000 of shares of the Company’s common
stock. Under the amendment, the “Purchase Price” under the Purchase Agreement is no longer subject to a floor and is defined
as the lower of (a) 90% of the lowest traded price during the Valuation Period (as defined under the Purchase Agreement) or (b) the closing
price for the Company’s common stock on the trading day preceding the date of the purchase notice provided under the Purchase Agreement.
Item 9.01 Financial Statements and Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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AIADVERTISING, INC. |
|
|
|
Date: August 1, 2022 |
By: |
/s/ Gerard Hug |
|
|
Name: |
Gerard Hug |
|
|
Title: |
Chief Executive Officer |
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